Results of Placing and Notice of General Meeting

RNS Number : 8026N

Time Out Group plc

22 May 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.  PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

22 May 2020

Time Out Group plc
("Time Out" or the "Company")

Results of Placing

and

Notice of General Meeting

The Company is pleased to announce that, following the announcement of its non-pre-emptive placing earlier today (the "Placing"), it has placed 128,571,428 new ordinary shares in the capital of the Company (the "Placing Shares") at a price of 35 pence per Placing Share (the "Issue Price"), raising gross proceeds of approximately £45 million.

Liberum Capital Limited ("Liberum") acted as sole bookrunner in relation to the Placing.

Julio Bruno, CEO of the Company, said :

"A combination of this successful fundraising, a cost reduction programme and further strategic initiatives will support Time Out as it emerges from this period of COVID-19 led disruption with a stronger brand, a larger audience and a higher operating margin and will be well positioned to continue the successful Time Out Markets roll-out which transformed the Group in 2019."

"Consumers and chefs alike are keen to return to our Markets, which will offer an appealing proposition following the lifting of lockdown. Large, well-ventilated Market venues are well suited to allow social distancing in an enjoyable environment, whilst continuing to offer the very best food a city has to offer. "  

Related Party Transactions

Oakley Capital Private Equity L.P. ("OCPE") has agreed to subscribe for 35,100,000 Placing Shares pursuant to the Placing and Oakley Capital Investments Limited ("OCI") has agreed to subscribe for 36,000,000 Placing Shares pursuant to the Placing.

As at 21 May 2020 (being the latest practicable date prior to this announcement), OCPE indirectly held 45,361,015 existing ordinary shares in the capital of the Company ("Existing Ordinary Shares") representing approximately 30.55 per cent. of the Existing Ordinary Shares and OCI held 31,436,385 Ordinary Shares representing approximately 21.17 per cent. of the Existing Ordinary Shares. By virtue of OCPE and OCI each holding more than 10 per cent. of the Existing Ordinary Shares, they are each considered to be a substantial shareholder in the Company and, as such, they are each considered to be a related party of the Company for the purposes of the AIM Rules for Companies ("AIM Rules"). Therefore, the participation of each of OCPE and OCI in the Placing is, for the purpose of AIM Rule 13, in each case, considered to be a "Related Party Transaction". The Directors of the Company (excluding Peter Dubens, Non-Executive Chairman of the Company, and Alexander Collins, Non-Executive Director of the Company, who are not considered to be independent for the purposes of these participations as a consequence of their being partners of OCPE and Oakley Capital Limited and Peter Dubens being a non-executive director of OCI), consider that, having consulted with the Company's nominated adviser, Liberum, the terms of OCPE's and OCI's participation in the Placing are fair and reasonable insofar as shareholders in the Company are concerned.

Following admission of the new ordinary shares, OCPE will have an indirect holding of 80,461,015 ordinary shares in the share capital of the Company ("Ordinary Shares"), representing approximately 27.89 per cent. of the Company's enlarged share capital (the "Enlarged Share Capital"), assuming full take up of the open offer also announced by the Company earlier today (the "Open Offer")  and OCI will have a holding of 67,436,385 Ordinary Shares, representing approximately 23.37 per cent. of the Enlarged Share Capital, assuming full take up of the Open Offer.

Open Offer

As announced earlier today, the Company also intends to raise up to approximately £4 million through the issue of up to 11,471,521   new Ordinary Shares (the "Open Offer Shares" and, together with the Placing Shares, the "New Ordinary Shares") pursuant to the Open Offer. The Company considers it important that shareholders who are not able to take part in the Placing have an opportunity to participate in the proposed fundraising at the Issue Price. The Company is therefore providing qualifying shareholders (the "Qualifying Shareholders") with the opportunity to subscribe for up to 11,471,521 Open Offer Shares at the Issue Price pursuant to the Open Offer, pro rata to their holdings of Existing Ordinary Shares against all Existing Ordinary Shares held by Qualifying Shareholders. Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to such Qualifying Shareholder's Open Offer entitlement. The Company's two largest shareholders, OCI and OCPE, are not Qualifying Shareholders and, accordingly, will not participate in the Open Offer. The terms and conditions of the Open Offer will be set out in a shareholder circular expected to be posted on 23 May 2020 (the "Circular") and which will also be made available on the Company's website at www.timeout.com shortly following posting.

Circular and General Meeting

Completion of the Placing and Open Offer are conditional upon, inter alia, the approval by shareholders of certain resolutions to be proposed at a general meeting of the Company (the "General Meeting"). Notice of the General Meeting will be set out in the Circular . The General Meeting will be held at 11 a.m. on Thursday 11 June 2020 at 77 Wicklow Street, London, WC1X 9YJ.

In light of public health advice in response to the COVID-19 outbreak, including to limit travel and public gatherings, the Company strongly encourages all shareholders to submit their Form of Proxy, appointing the Chairman of the General Meeting as proxy. If the "Stay Alert Guidance" announced by the UK Government on 11 May 2020 continues to apply on the date of the General Meeting, shareholders will not be allowed to attend the General Meeting in person and anyone who attempts to do so will be refused entry. The situation regarding COVID-19 is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of general meetings during the affected period. Any changes to the General Meeting (including any change to the location of the General Meeting) will be communicated to shareholders before the meeting through the Company's website at www.timeout.com and, where appropriate, by announcement made by the Company to a Regulatory Information Service.

For further information, please contact:
Time Out Group plc	Tel: [phone]
Julio Bruno, CEO
Adam Silver, CFO
Steven Tredget, Investor Relations Director
Liberum (Nominated Adviser and Broker)	Tel: [phone]
Clayton Bush / Andrew Godber / Edward Thomas
FTI Consulting LLP	Tel: [phone]
Edward Bridges / Stephanie Ellis

Important Notices

This announcement is released by Time Out Group plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ( " MAR " ), encompassing information relating to the Placing and Open Offer described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Adam Silver, Chief Financial Officer.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties.  The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authroity (the "FCA"), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement is not an offer of securities for sale in the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Company does not intend to register any portion of the Placing and Open Offer in the United States or to conduct a public offering of securities in the United States.  

This announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") or otherwise. This announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules of the FCA or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

This announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ( "Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are Qualified Investors and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

This announcement has been issued by and is the sole responsibility of the Company.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum Capital Limited ("Liberum") (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. 

Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and sole bookrunner for the Company and for no-one else in connection with the Placing and Open Offer, and Liberum will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing and Open Offer or any other matter referred to herein.

The distribution of this announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions.

The announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. The New Ordinary Shares to which this announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this Announcement, including the New Ordinary Shares. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

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